Obligation Citi Global Markets 0% ( US17328VQK97 ) en USD

Société émettrice Citi Global Markets
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US17328VQK97 ( en USD )
Coupon 0%
Echéance 31/05/2024 - Obligation échue



Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17328VQK97 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 1 450 000 USD
Cusip 17328VQK9
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Citigroup Global Markets Holdings est une filiale de Citigroup Inc. qui offre une gamme complète de services de marchés financiers, notamment des services de banque d'investissement, de courtage, de négociation de titres et de gestion des risques.

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17328VQK97, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2024







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424B2 1 dp128906_424b2-us200381.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings
May 26, 2020
Medium-Term Senior Notes, Series N
Inc.
Pricing Supplement No. 2020-USNCH4461
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-
224495-03
Cal able Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Dow Jones Industrial
AverageTM , the Russel 2000® Index and the S&P 500® Index Due May 31, 2024
The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets
Holdings Inc. and guaranteed by Citigroup Inc. The securities offer the potential for periodic contingent coupon payments
at an annualized rate that, if al are paid, would produce a yield that is general y higher than the yield on our conventional
debt securities of the same maturity. In exchange for this higher potential yield, you must be wil ing to accept the risks that
(i) your actual yield may be lower than the yield on our conventional debt securities of the same maturity because you
may not receive one or more, or any, contingent coupon payments, and (i ) the value of what you receive at maturity may
be significantly less than the stated principal amount of your securities, and may be zero. Each of these risks wil depend
solely on the performance of the worst performing of the underlyings specified below.
We have the right to cal the securities for mandatory redemption on any potential redemption date specified below.
You wil be subject to risks associated with each of the underlyings and wil be negatively affected by adverse movements
in any one of the underlyings. Although you wil have downside exposure to the worst performing underlying, you wil not
receive dividends with respect to any underlying or participate in any appreciation of any underlying.
Investors in the securities must be wil ing to accept (i) an investment that may have limited or no liquidity and (i ) the risk
of not receiving any payments due under the securities if we and Citigroup Inc. default on our obligations. All payments
on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
KEY TERMS
Issuer:
Citigroup Global Markets Holdings Inc., a whol y owned subsidiary of Citigroup Inc.
Guarantee:
Al payments due on the securities are ful y and unconditional y guaranteed by Citigroup Inc.
Underlyings:
Underlying
Initial underlying
Coupon barrier value** Final barrier value**
value*
Dow Jones Industrial

AverageTM
24,995.11
14,997.066
14,997.066

Russel 2000® Index
1,393.074
835.844
835.844

S&P 500® Index
2,991.77
1,795.062
1,795.062

*For each underlying, its closing value on the pricing date
**For each underlying, 60.00% of its initial underlying value
Stated principal
$1,000 per security
amount:
Pricing date:
May 26, 2020
Issue date:
May 29, 2020
Valuation dates:
August 26, 2020, November 27, 2020, February 26, 2021, May 26, 2021, August 26, 2021,
November 26, 2021, February 28, 2022, May 26, 2022, August 26, 2022, November 28, 2022,
February 27, 2023, May 26, 2023, August 28, 2023, November 27, 2023, February 26, 2024 and
May 28, 2024 (the "final valuation date"), each subject to postponement if such date is not a
scheduled trading day or certain market disruption events occur
Maturity date:
Unless earlier redeemed, May 31, 2024
Contingent coupon
The third business day after each valuation date, except that the contingent coupon payment date
payment dates:
fol owing the final valuation date wil be the maturity date
Contingent coupon:
On each contingent coupon payment date, unless previously redeemed, the securities wil pay a
contingent coupon equal to 2.00% of the stated principal amount of the securities (equivalent to a
contingent coupon rate of 8.00% per annum) if and only if the closing value of the worst
performing underlying on the immediately preceding valuation date is greater than or equal to its
coupon barrier value. If the closing value of the worst performing underlying on any
valuation date is less than its coupon barrier value, you will not receive any contingent
coupon payment on the immediately following contingent coupon payment date.
Payment at maturity: If the securities are not redeemed prior to maturity, you wil receive at maturity for each security
you then hold (in addition to the final contingent coupon payment, if applicable):
§ If the final underlying value of the worst performing underlying on the final valuation date is
greater than or equal to its final barrier value: $1,000
§ If the final underlying value of the worst performing underlying on the final valuation date is
less than its final barrier value:
$1,000 + ($1,000 × the underlying return of the worst performing underlying on the final
valuation date)
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If the securities are not redeemed prior to maturity and the final underlying value of the
worst performing underlying on the final valuation date is less than its final barrier value,
you will receive significantly less than the stated principal amount of your securities, and
possibly nothing, at maturity, and you will not receive any contingent coupon payment at
maturity.
Listing:
The securities wil not be listed on any securities exchange
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
Underwriting fee and
Issue price(1)(2)
Underwriting fee(3)
Proceeds to issuer(4)
issue price:
Per security:
$1,000.00
$28.50
$971.50
Total:
$1,450,000.00
$41,325.00
$1,408,675.00
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $957.90 per security, which is less than the issue
price. The estimated value of the securities is based on CGMI's proprietary pricing models and our internal funding rate. It is not an
indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person
may be willing to buy the securities from you at any time after issuance. See "Valuation of the Securities" in this pricing supplement.
(2) The issue price for investors purchasing the securities in fee-based advisory accounts will be $971.50 per security. See
"Supplemental Plan of Distribution" in this pricing supplement.
(3) CGMI will receive an underwriting fee of up to $28.50 for each security sold in this offering. The total underwriting fee and proceeds
to issuer in the table above give effect to the actual total underwriting fee. For more information on the distribution of the securities, see
"Supplemental Plan of Distribution" in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from
hedging activity related to this offering, even if the value of the securities declines. See "Use of Proceeds and Hedging" in the
accompanying prospectus.
(4) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security,
assuming the maximum per security underwriting fee. As noted above, the underwriting fee is variable.
Investing in the securities involves risks not associated with an investment in conventional debt
securities. See "Summary Risk Factors" beginning on page PS-6.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the securities or determined that this pricing supplement and the accompanying product
supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any
representation to the contrary is a criminal offense.
You should read this pricing supplement together with the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus, which can be accessed via the hyperlinks below:
Product Supplement No. EA-04-08 dated February 15, 2019 Underlying Supplement No. 8 dated February 21,
2019
Prospectus Supplement and Prospectus each dated May 14, 2018
The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
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Citigroup Global Markets Holdings Inc.

KEY TERMS (continued)
Redemption:
We may cal the securities, in whole and not in part, for mandatory redemption on any
potential redemption date upon not less than three business days' notice. Fol owing an
exercise of our cal right, you wil receive for each security you then hold an amount in cash
equal to $1,000.00 plus the related contingent coupon payment, if any.
Potential redemption
The contingent coupon payment dates related to the valuation dates scheduled to occur on
dates:
November 27, 2020, February 26, 2021, May 26, 2021, August 26, 2021, November 26,
2021, February 28, 2022, May 26, 2022, August 26, 2022, November 28, 2022, February 27,
2023, May 26, 2023, August 28, 2023, November 27, 2023 and February 26, 2024
Final underlying value:
For each underlying, its closing value on the final valuation date
Worst performing
For any valuation date, the underlying with the lowest underlying return determined as of that
underlying:
valuation date
Underlying return:
For each underlying on any valuation date, (i) its closing value on that valuation date minus
its initial underlying value, divided by (i ) its initial underlying value
CUSIP / ISIN:
17328VQK9 / US17328VQK97






PS-2
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Citigroup Global Markets Holdings Inc.

Additional Information

General. The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and
prospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement
and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, the
accompanying product supplement contains important information about how the closing value of each underlying wil be
determined and about adjustments that may be made to the terms of the securities upon the occurrence of market
disruption events and other specified events with respect to each underlying. The accompanying underlying supplement
contains information about each underlying that is not repeated in this pricing supplement. It is important that you read the
accompanying product supplement, underlying supplement, prospectus supplement and prospectus together with this
pricing supplement in deciding whether to invest in the securities. Certain terms used but not defined in this pricing
supplement are defined in the accompanying product supplement.

Prospectus. The first sentence of "Description of Debt Securities-- Events of Default and Defaults" in the accompanying
prospectus shal be amended to read in its entirety as fol ows:

Events of default under the indenture are:

·
failure of Citigroup Global Markets Holdings or Citigroup to pay required interest on any debt security of such
series for 30 days;

·
failure of Citigroup Global Markets Holdings or Citigroup to pay principal, other than a scheduled instal ment
payment to a sinking fund, on any debt security of such series for 30 days;

·
failure of Citigroup Global Markets Holdings or Citigroup to make any required scheduled instal ment payment to a
sinking fund for 30 days on debt securities of such series;

·
failure of Citigroup Global Markets Holdings to perform for 90 days after notice any other covenant in the indenture
applicable to it other than a covenant included in the indenture solely for the benefit of a series of debt securities
other than such series; and

·
certain events of bankruptcy or insolvency of Citigroup Global Markets Holdings, whether voluntary or not (Section
6.01).


PS-3
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Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The examples in the first section below il ustrate how to determine whether a contingent coupon wil be paid fol owing a
valuation date. The examples in the second section below il ustrate how to determine the payment at maturity on the
securities, assuming the securities are not redeemed prior to maturity. The examples are solely for il ustrative purposes, do
not show al possible outcomes and are not a prediction of any payment that may be made on the securities.

The examples below are based on the fol owing hypothetical values and do not reflect the actual initial underlying values,
coupon barrier values or final barrier values of the underlyings. For the actual initial underlying value, coupon barrier value
and final barrier value of each underlying, see the cover page of this pricing supplement. We have used these hypothetical
values, rather than the actual values, to simplify the calculations and aid understanding of how the securities work.
However, you should understand that the actual payments on the securities wil be calculated based on the actual initial
underlying value, coupon barrier value and final barrier value of each underlying, and not the hypothetical values indicated
below. For ease of analysis, figures below have been rounded.

Underlying
Hypothetical initial
Hypothetical coupon barrier Hypothetical final barrier
underlying value
value
value
60.00 (60.00% of its
60.00 (60.00% of its
Dow Jones Industrial
hypothetical initial underlying hypothetical initial underlying
AverageTM
100.00
value)
value)
60.00 (60.00% of its
60.00 (60.00% of its
hypothetical initial underlying hypothetical initial underlying
Russel 2000® Index
100.00
value)
value)
60.00 (60.00% of its
60.00 (60.00% of its
hypothetical initial underlying hypothetical initial underlying
S&P 500® Index
100.00
value)
value)

Hypothetical Examples of Contingent Coupon Payments Following a Valuation Date

The three hypothetical examples below il ustrate how to determine whether a contingent coupon wil be paid fol owing a
hypothetical valuation date, assuming that the closing values of the underlyings on the hypothetical valuation date are as
indicated below.

Hypothetical closing
Hypothetical closing
value of the Dow Jones
value of the Russell
Hypothetical closing Hypothetical payment
Industrial AverageTM on
2000® Index on
value of the S&P 500® per $1,000.00 security
hypothetical valuation hypothetical valuation Index on hypothetical on related contingent

date
date
valuation date
coupon payment date
140
120
85
(underlying return =
$20.00
(underlying return =
(underlying return =
(140 - 100) / 100 =
(contingent coupon is
Example 1
(120 - 100) / 100 = 20%) (85 - 100) / 100 = -15%)
40%)
paid)
120
160
45
(underlying return =
(underlying return =
(underlying return =
(120 - 100) / 100 =
(160 - 100) / 100 =
$0.00
Example 2
(45 - 100) / 100 = -55%)
20%)
60%)
(no contingent coupon)
50
40
10
(underlying return =
(underlying return =
(underlying return =
$0.00
Example 3
(50 - 100) / 100 = -50%) (40 - 100) / 100 = -60%) (10 - 100) / 100 = -90%) (no contingent coupon)

Example 1: On the hypothetical valuation date, the Russel 2000® Index has the lowest underlying return and, therefore, is
the worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst
performing underlying on the hypothetical valuation date is greater than its coupon barrier value. As a result, investors in
the securities would receive the contingent coupon payment on the related contingent coupon payment date.

Example 2: On the hypothetical valuation date, the Dow Jones Industrial AverageTM has the lowest underlying return and,
therefore, is the worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the
worst performing underlying on the hypothetical valuation date is less than its coupon barrier value. As a result, investors
would not receive any payment on the related contingent coupon payment date.

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Investors in the securities will not receive a contingent coupon on the contingent coupon payment date following
a valuation date if the closing value of the worst performing underlying on that valuation date is less than its
coupon barrier value. Whether a contingent coupon is paid following a valuation date depends solely on the
closing value of the worst performing underlying on that valuation date.

Example 3: On the hypothetical valuation date, the S&P 500® Index has the lowest underlying return and, therefore, is the
worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing
underlying on the hypothetical valuation date is less than its coupon barrier value. As a result, investors would not receive
any payment on the related contingent coupon payment date.


PS-4
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Citigroup Global Markets Holdings Inc.

Hypothetical Examples of the Payment at Maturity on the Securities

The next three hypothetical examples il ustrate the calculation of the payment at maturity on the securities, assuming that
the securities have not been earlier redeemed and that the final underlying values of the underlyings are as indicated
below.

Hypothetical final
Hypothetical final
underlying value of the
underlying value of
Hypothetical final
Hypothetical payment
Dow Jones Industrial
the Russell 2000®
underlying value of
at maturity per

AverageTM
Index
the S&P 500® Index
$1,000.00 security
120
130
110
(underlying return =
(underlying return =
$1,020.00
(underlying return =
(120 - 100) / 100 =
(130 - 100) / 100 =
(contingent coupon is
Example 4
(110 - 100) / 100 = 10%)
20%)
30%)
paid)
120
110
(underlying return =
30
(underlying return =
(120 - 100) / 100 =
(underlying return =
Example 5
(110 - 100) / 100 = 10%)
20%)
(30 - 100) / 100 = -70%)
$300.00
20
60
90
(underlying return =
(underlying return =
(underlying return =
Example 6
(20 - 100) / 100 = -80%) (60 - 100) / 100 = -40%) (90 - 100) / 100 = -10%)
$200.00

Example 4: On the final valuation date, the Dow Jones Industrial AverageTM has the lowest underlying return and,
therefore, is the worst performing underlying on the final valuation date. In this scenario, the final underlying value of the
worst performing underlying on the final valuation date is greater than its final barrier value. Accordingly, at maturity, you
would receive the stated principal amount of the securities plus the contingent coupon payment due at maturity, but you
would not participate in the appreciation of any of the underlyings.

Example 5: On the final valuation date, the S&P 500® Index has the lowest underlying return and, therefore, is the worst
performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing
underlying on the final valuation date is less than its final barrier value. Accordingly, at maturity, you would receive a
payment per security calculated as fol ows:

Payment at maturity = $1,000.00 + ($1,000.00 × the underlying return of the worst performing underlying on the final
valuation date)

= $1,000.00 + ($1,000.00 × -70.00%)

= $1,000.00 + -$700.00

= $300.00

In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less
than its final barrier value, you would lose a significant portion of your investment in the securities. In addition, because the
final underlying value of the worst performing underlying on the final valuation date is below its coupon barrier value, you
would not receive any contingent coupon payment at maturity.

Example 6: On the final valuation date, the Dow Jones Industrial AverageTM has the lowest underlying return and,
therefore, is the worst performing underlying on the final valuation date. In this scenario, the final underlying value of the
worst performing underlying on the final valuation date is less than its final barrier value. Accordingly, at maturity, you
would receive a payment per security calculated as fol ows:

Payment at maturity = $1,000.00 + ($1,000.00 × the underlying return of the worst performing underlying on the final
valuation date)

= $1,000.00 + ($1,000.00 × -80.00%)

= $1,000.00 + -$800.00

= $200.00
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In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less
than its final barrier value, you would lose a significant portion of your investment in the securities. In addition, because the
final underlying value of the worst performing underlying on the final valuation date is below its coupon barrier value, you
would not receive any contingent coupon payment at maturity.

It is possible that the closing value of the worst performing underlying will be less than its coupon barrier value
on each valuation date and less than its final barrier value on the final valuation date, such that you will not
receive any contingent coupon payments over the term of the securities and will receive significantly less than
the stated principal amount of your securities, and possibly nothing, at maturity.


PS-5
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Citigroup Global Markets Holdings Inc.

Summary Risk Factors

An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are
subject to al of the risks associated with an investment in our conventional debt securities (guaranteed by Citigroup Inc.),
including the risk that we and Citigroup Inc. may default on our obligations under the securities, and are also subject to
risks associated with each underlying. Accordingly, the securities are suitable only for investors who are capable of
understanding the complexities and risks of the securities. You should consult your own financial, tax and legal advisors as
to the risks of an investment in the securities and the suitability of the securities in light of your particular circumstances.

The fol owing is a summary of certain key risk factors for investors in the securities. You should read this summary
together with the more detailed description of risks relating to an investment in the securities contained in the section "Risk
Factors Relating to the Securities" beginning on page EA-7 in the accompanying product supplement. You should also
careful y read the risk factors included in the accompanying prospectus supplement and in the documents incorporated by
reference in the accompanying prospectus, including Citigroup Inc.'s most recent Annual Report on Form 10-K and any
subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more general y.

§
You may lose a significant portion or all of your investment. Unlike conventional debt securities, the securities
do not provide for the repayment of the stated principal amount at maturity in al circumstances. If the securities
are not redeemed prior to maturity, your payment at maturity wil depend on the final underlying value of the worst
performing underlying on the final valuation date. If the final underlying value of the worst performing underlying on
the final valuation date is less than its final barrier value, you wil lose 1% of the stated principal amount of your
securities for every 1% by which the worst performing underlying on the final valuation date has declined from its
initial underlying value. There is no minimum payment at maturity on the securities, and you may lose up to al of
your investment.

§
You will not receive any contingent coupon on the contingent coupon payment date following any
valuation date on which the closing value of the worst performing underlying on that valuation date is less
than its coupon barrier value. A contingent coupon payment wil be made on a contingent coupon payment date
if and only if the closing value of the worst performing underlying on the immediately preceding valuation date is
greater than or equal to its coupon barrier value. If the closing value of the worst performing underlying on any
valuation date is less than its coupon barrier value, you wil not receive any contingent coupon payment on the
immediately fol owing contingent coupon payment date. If the closing value of the worst performing underlying on
each valuation date is below its coupon barrier value, you wil not receive any contingent coupon payments over
the term of the securities.

§
Higher contingent coupon rates are associated with greater risk. The securities offer contingent coupon
payments at an annualized rate that, if al are paid, would produce a yield that is general y higher than the yield on
our conventional debt securities of the same maturity. This higher potential yield is associated with greater levels
of expected risk as of the pricing date for the securities, including the risk that you may not receive a contingent
coupon payment on one or more, or any, contingent coupon payment dates and the risk that the value of what you
receive at maturity may be significantly less than the stated principal amount of your securities and may be zero.
The volatility of, and correlation between, the closing values of the underlyings are important factors affecting
these risks. Greater expected volatility of, and lower expected correlation between, the closing values of the
underlyings as of the pricing date may result in a higher contingent coupon rate, but would also represent a greater
expected likelihood as of the pricing date that the closing value of the worst performing underlying on one or more
valuation dates wil be less than its coupon barrier value, such that you wil not receive one or more, or any,
contingent coupon payments during the term of the securities and that the final underlying value of the worst
performing underlying on the final valuation date wil be less than its final barrier value, such that you wil not be
repaid the stated principal amount of your securities at maturity.

§
The securities are subject to heightened risk because they have multiple underlyings. The securities are
more risky than similar investments that may be available with only one underlying. With multiple underlyings,
there is a greater chance that any one underlying wil perform poorly, adversely affecting your return on the
securities.

§
The securities are subject to the risks of each of the underlyings and will be negatively affected if any one
underlying performs poorly. You are subject to risks associated with each of the underlyings. If any one
underlying performs poorly, you wil be negatively affected. The securities are not linked to a basket composed of
the underlyings, where the blended performance of the underlyings would be better than the performance of the
worst performing underlying alone. Instead, you are subject to the ful risks of whichever of the underlyings is the
worst performing underlying.
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§
You will not benefit in any way from the performance of any better performing underlying. The return on the
securities depends solely on the performance of the worst performing underlying, and you wil not benefit in any
way from the performance of any better performing underlying.

§
You will be subject to risks relating to the relationship between the underlyings. It is preferable from your
perspective for the underlyings to be correlated with each other, in the sense that their closing values tend to
increase or decrease at similar times and by similar magnitudes. By investing in the securities, you assume the
risk that the underlyings wil not exhibit this relationship. The less correlated the underlyings, the more likely it is
that any one of the underlyings wil perform poorly over the term of the securities. Al that is necessary for the
securities to perform poorly is for one of the underlyings to perform poorly. It is impossible to predict what the
relationship between the underlyings wil be over the term of the securities. The underlyings differ in significant
ways and, therefore, may not be correlated with each other.

§
You may not be adequately compensated for assuming the downside risk of the worst performing
underlying. The potential contingent coupon payments on the securities are the compensation you receive for
assuming the downside risk of the worst performing underlying, as wel as al the other risks of the securities. That
compensation is effectively "at risk" and may, therefore, be less than you currently anticipate. First, the actual yield
you realize on the securities could be lower than you anticipate because the coupon is "contingent" and you may
not receive a contingent coupon payment on one or more, or any, of the contingent coupon payment dates.


PS-6
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